UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
_______________________
GARDEN RIDGE CORPORATION
(Name of Issuer)
COMMON STOCK, par value $.01
(Title of Class of Securities)
36541P104
(CUSIP Number)
_______________________
ROBERT M. HIRSH, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
TEL. NO.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
JUNE 14, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 12 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 36541P104 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teribe Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,635,276{*/}
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,635,276{*/}
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,635,276{*/}
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.38% (percentage based on 8,713,533 shares shown as
outstanding at June 10, 1996 (before the June 14, 1996
2-for-1 stock split) on the Issuer's Quarterly Report on
Form 10-Q for the quarter ended April 28, 1996).
14 TYPE OF REPORTING PERSON
CO
- ----------------------------
Footnotes:
{*/} Reflects a 2 -for- 1 stock split on June 14, 1996.
Page 2 of 12 Pages
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
-------------------------------
This Amendment No. 3 amends and restates in its entirety the
Statement on Schedule 13D relating to the beneficial ownership by Teribe
Limited of shares of Common Stock, par value $.01 per share, of Garden
Ridge Corporation.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of Garden Ridge Corporation, a
Delaware corporation (the "Company"), whose principal executive office is
located at 19411 Atrium Place, Suite 170, Houston, Texas 77084. The
Company's shares of Common Stock are referred to herein as the Shares.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Teribe Limited, a British
Virgin Islands international business company ("Teribe"). The principal
business of Teribe is the investment and reinvestment of its resources,
directly or through affiliates, in the securities of enterprises in
various parts of the world, including the United States.
Teribe is a wholly owned subsidiary of Real Limited, a British
Virgin Islands international business company ("Real"). The principal
business of Real is the investment of its resources in marketable
securities and commodities and, through affiliates such as Teribe, in
securities of other enterprises in various parts of the world.
Real is a subsidiary of Entreprises Quilmes S.A. ("EQ"), a
Luxembourg holding company whose shares, which are issued in bearer form,
are listed and traded on the Paris and Luxembourg Stock Exchanges. EQ's
principal business is serving as an investment holding company.
The names of the directors and executive officers of Teribe,
Real and EQ are set forth on Schedules 1, 2 and 3 hereto, respectively,
which are incorporated herein by reference. No person controls or shares
in the control of EQ who is not a member of its board of directors.
(b) The address of the principal office of Teribe and Real is
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin
Islands. The principal business address of EQ is 84, Grand-Rue, L-1660
Luxembourg. The business address of each of the other persons named in
Item 2(a) is set forth on Schedules 1, 2 and 3 hereto, which are
incorporated herein by reference.
(c) The present principal occupation of each individual set
forth in Item 2(a) is set forth on Schedules 1, 2 and 3 hereto, which are
incorporated herein by reference.
(d) Neither Teribe nor, to the best of its knowledge, Real, EQ
or any of the directors or executive officers of Teribe, Real or EQ has
been convicted during the last five years in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Page 3 of 12 Pages
<PAGE>
(e) Neither Teribe nor, to the best of its knowledge, Real, EQ
or any of the directors or executive officers of Teribe, Real or EQ has
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such individual was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The citizenship of each individual set forth in Item 2(a)
is set forth on Schedules 1, 2 and 3 hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION.
Teribe acquired 335,000 Shares in the Company's initial public
offering in May 1995. Teribe obtained the funds for the purchase of such
Shares entirely from its own resources.
On August 31, 1995, Teribe acquired beneficial ownership of an
additional 336,442 Shares following the release of such Shares from a
management agreement and the distribution of such Shares to Teribe by two
entities (the "Direct Holders") in which Teribe has an ownership
interest. Prior to such release and distribution, the 336,442 Shares (as
well as certain other Shares of the Company) were subject to a management
agreement with Three Cities Holding Limited (the "management company").
Pursuant to the management agreement, the management company had the sole
right to vote and dispose of such Shares. On August 31, 1995, certain
Shares subject to the management agreement (including the 336,442 Shares
referred to above) were released from the management agreement for no
consideration and were distributed to the holders of such Shares. Such
distribution included the distribution of the 336,442 Shares to the
Direct Holders. Such entities subsequently distributed such Shares to
Teribe for no consideration.
Teribe sold an aggregate of 131,442 Shares on various dates in
September, October and November 1995, reducing its beneficial ownership
following such sales to 540,000 Shares.
In March 1996, and effective as of March 22, 1996, an
additional 119,795 Shares that were subject to the management agreement
and held by the Direct Holders were released from the management
agreement and distributed to Teribe for no consideration, increasing the
number of Shares beneficially owned by Teribe to 659,795 Shares.
On June 14, 1996, an additional 157,843 Shares subject to the
management agreement and held by the Direct Holders were released from
the management agreement and distributed to Teribe for no consideration,
increasing the number of Shares beneficially owned by Teribe to 817,638
Shares. As a result of a 2-for-1 stock split that was effected as of
June 14, 1996, Teribe beneficially owns 1,635,276 Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Shares by Teribe in the
initial public offering was for investment. Teribe acquired beneficial
ownership of the Shares distributed in August 1995, March 1996 and June
Page 4 of 12 Pages
<PAGE>
1996 for investment and for possible resale from time to time in open
market transactions as market conditions warrant.
Except as described above, Teribe has no plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a National Securities Exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered National
Securities Association;
(i) A class of equity securities of the
Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the distributions and stock split
described in Item 3, Teribe beneficially owns 1,635,276 (9.38%) of the
outstanding shares of Common Stock of the Company.
(b) Teribe has the sole power to vote, direct the vote of,
dispose of or direct the disposition of any and all Shares held by
Teribe.
(c) Neither Teribe, nor to the best knowledge of Teribe, any
of the persons listed in Item 2(a) has effected any transaction in the
Common Stock of the Company within the past 60 days.
Page 5 of 12 Pages
<PAGE>
(d) Except as set forth in this Item 5, to the best knowledge
of Teribe, none of the persons named in Item 2(a) beneficially owns any
shares of Common Stock of the Company. On the basis of its control,
through an intermediate holding company, of Teribe, the board of
directors of EQ may be deemed to have the ultimate power to direct the
voting or disposition, as well as the application of dividends from, or
the proceeds of the sale of, the Shares owned by Teribe.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
To the knowledge of Teribe, except as set forth in Items 3 and
5, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in response to Item 2 and
between such persons and any other person with respect to any securities
of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Power of Attorney
Page 6 of 12 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: July 30, 1996
TERIBE LIMITED
By: /s/ J. WILLIAM UHRIG
--------------------------
Name: J. William Uhrig
Title: Attorney-in-Fact
Page 7 of 12 Pages
<PAGE>
SCHEDULE 1
TERIBE LIMITED
<TABLE>
<CAPTION>
Principal Occupation or
Employment and the Name,
Principal Business and Address
of Organization in which such
Residence or Employment is Conducted
Name Business Address (if any) Citizenship
---------------- ------------------ ------------------------------- -----------
<S> <C> <C> <C>
Christian Baillet 243, Blvd. St. Germain Company Director French
Director; President F-75007 Paris, France
Walter Knecht Regensdorferstrasse 144 Company Director Swiss
Director; Secretary CH-8049, Zurich
Switzerland
Kurt Sonderegger Birkenstrasse 18 Company Director Swiss
Director CH-8302, Kloten
Switzerland
</TABLE>
Page 8 of 12 Pages
<PAGE>
SCHEDULE 2
REAL LIMITED
<TABLE>
<CAPTION>
Principal Occupation or
Employment and the Name,
Principal Business and Address of
Organization in which such
Residence or Employment is
Name Business Address Conducted (If Any) Citizenship
-------------- ------------------ ----------------------------------- -------------
<S> <C> <C> <C>
Julio E. Nu<n~>ez 69 Chester Square Company Director Argentine
Director; President London SWI, England
Christian Baillet 243, Blvd. St. Germain Company Director French
Director; Treasurer F-75007 Paris, France
Walter Knecht Regensdorferstrasse 144 Company Director Swiss
Director CH-8049, Zurich
Switzerland
Kurt Sonderegger Birkenstrasse 18 Company Director Swiss
Authorized signatory CH-8302, Kloten
Switzerland
Carlo Hoffmann 84, Grand-Rue Company Director Luxembourg
Secretary General L-1660 Luxembourg
</TABLE>
Page 9 of 12 Pages
<PAGE>
SCHEDULE 3
ENTREPRISES QUILMES S.A.
<TABLE>
<CAPTION>
Principal Occupation or
Employment and the Name,
Principal Business and Address
of Organization in which such
Residence or Employment is
Name Business Address Conducted (If Any) Citizenship
- ------------------- ------------------ -------------------------------- -----------
<S> <C> <C> <C>
Julio E. Nu<n~>ez 69 Chester Square Company Director Argentine
Director; President London SWI, England
Christian Baillet 243, Blvd. St. Germain Company Director French
Director; CEO F-75007 Paris, France
Peter Bemberg 31, Rue De Bellechasse Company Director French
Director F-75007 Paris, France
Charles de Montalembert 82 Blvd. Arago Company Director French
Director F-75013 Paris, France
Alvaro Sainz de Vicu<n~>a Calle Dr Fleming 3 Company Director Spanish
Director 8th Floor
Madrid 98036, Spain
Andr<e'> Elvinger 15 C<o^>te d'Eich Attorney-at-Law Luxembourg
Director 1450 Luxembourg Luxembourg
Gd. Duchy of Luxembourg
</TABLE>
Page 10 of 12 Pages
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Employment and the Name,
Principal Business and Address
of Organization in which such
Residence or Employment is
Name Business Address Conducted (If Any) Citizenship
---------------- ------------------ ------------------------------- -------------
<S> <C> <C> <C>
Paul de Ganay 57, Rue St. Dominique Company Director French
Director F-75007 Paris, France
Hans J<o">rg Furrer Bleicherweg 33 Company Director Swiss
Director CH-8002, Zurich
Switzerland
Louis James de Viel Castel 25 bis rue de Constantine Company Director French
Director F-75007 Paris, France
Norberto Morita TTE Genl Ricchieri 1221 Company Director Argentine
Hurlingham, Buenos Aires
Argentina
International Advisory Services Craigmuir Chambers Company Director British Virgin Islands
(IAS) Road Town, Tortola
British Virgin Islands
Carlo Hoffman 84, Grand-Rue Company Director Luxembourg
Secretary General L-1660 Luxembourg
</TABLE>
Page 11 of 12 Pages
EXHIBIT 1
TERIBE LIMITED
POWER OF ATTORNEY
Know all men by these presents, that TERIBE LIMITED, a British
Virgin Islands International Business company, does hereby constitute and
appoint J. William Uhrig and H. Whitney Wagner of Three Cities Research,
Inc. at 135 East 57th Street, New York, New York 10022, its Attorney-In-
Fact, with full power, discretion and authority to take on behalf of
TERIBE LIMITED all actions which said Attorney-In-Fact shall in her/his
sole discretion determine to be appropriate in connection with its
investment in Garden Ridge Corp., including without limitation (i) the
execution of all agreements, instruments, certificates or other documents
required and all changes necessary relating to the Garden Ridge Corp. In
addition, TERIBE LIMITED hereby gives and grants unto said Attorney-In-
Fact full power, discretion and authority to execute all documents,
instruments and certificates upon such terms which said Attorney-In-Fact
may determine to be appropriate, and to take all actions which said
Attorney-In-Fact shall determine to be appropriate, and to take all
actions which said Attorney-In-Fact shall determinte to be desirable in
connection with the foregoing to the same extent at TERIBE LIMITED might
do or could do by its duly authorized officers if personally present, and
TERIBE LIMITED does hereby confirm, approve and ratify all that said
Attorney-In-Fact or her/his delegates shall lawfully do or cause to be
done by virtue hereof. This Power of Attorney will expire September 30,
1996.
This instrument may not be changed orally and shall be governed
by and construed in accordance with the laws of the State of New York,
the United States of America.
Dated: July 9, 1996
TERIBE LIMITED
By: /s/ KURT SONDEREGGER
------------------------
Kurt Sonderegger
By: /s/ WALTER KNECHT
-------------------------
Walter Knecht
Page 12 of 12 Pages
